FORM OF STOCKHOLDER AGREEMENT between BNP PARIBAS and FIRST HAWAIIAN, INC.Stockholder Agreement • July 8th, 2016 • First Hawaiian, Inc. • State commercial banks • New York
Stockholder Agreement (this “Agreement”), dated as of [ ], 2016, by and between BNP Paribas, a corporation organized and domiciled in the French Republic (“BNPP”), and First Hawaiian, Inc., a Delaware corporation (the “Company”).
FORM OF TRANSITIONAL SERVICES AGREEMENT between BNP PARIBAS, BANCWEST HOLDING INC., BANK OF THE WEST, FIRST HAWAIIAN, INC., and FIRST HAWAIIAN BANKTransitional Services Agreement • July 8th, 2016 • First Hawaiian, Inc. • State commercial banks • New York
WHEREAS, on April 1, 2016, BNPP effected a series of reorganization transactions (the “Reorganization”) in contemplation of the proposed initial public offering (the “IPO”) of a portion of the shares of common stock, par value $0.01 per share, of FHI (formerly known as BancWest Corporation (“BWC”)), a wholly owned subsidiary of BNPP, pursuant to a Master Reorganization Agreement by and among FHI, BWHI, BWC Holding Inc. and BNPP, dated as of April 1, 2016 (the “Master Reorganization Agreement”);
EXPENSE REIMBURSEMENT AGREEMENT between BANCWEST CORPORATION and FIRST HAWAIIAN, INC.Expense Reimbursement Agreement • July 8th, 2016 • First Hawaiian, Inc. • State commercial banks • New York
This EXPENSE REIMBURSEMENT AGREEMENT (this “Agreement”), effective as of July 1, 2016 (the “Effective Date”), is entered into by and between First Hawaiian, Inc., a Delaware corporation (“FHI”), and BancWest Corporation (formerly known as BWC Holding Inc.), a Delaware corporation (“BWCorp”), and together with FHI, the “Parties” and each, individually, a “Party”).
FORM OF REGISTRATION RIGHTS AGREEMENT among BNP PARIBAS, BANCWEST CORPORATION and FIRST HAWAIIAN, INC.Registration Rights Agreement • July 8th, 2016 • First Hawaiian, Inc. • State commercial banks • New York
Registration Rights Agreement, dated [ ], 2016 (this “Agreement”), by and among BNP Paribas, a corporation organized and domiciled in France (“BNPP”), BancWest Corporation, a Delaware corporation (“BWC”), and First Hawaiian, Inc., a Delaware corporation (the “Company”).
Form of BNP Paribas USA, Inc. and Subsidiaries Agreement for Allocation and Settlement of Income Tax Liabilities Effective July 1, 2016Tax Sharing Agreement • July 8th, 2016 • First Hawaiian, Inc. • State commercial banks • New York
THIS TAX SHARING AGREEMENT (the “Agreement”) is dated as of April 1, 2016 (the “Effective Date”), by and among BNP Paribas S.A., a corporation organized and domiciled in the French Republic (“BNPP SA”), BancWest Corporation (to be renamed First Hawaiian, Inc. on the Effective Date), a Delaware corporation and, immediately prior to and as of the Effective Date, a wholly-owned subsidiary of BNPP SA (“FHI”), and BancWest Holding Inc., a Delaware corporation and a direct subsidiary of FHI immediately prior to the Distribution (as defined below) (“BWHI” and, together with BNPP SA and FHI, the “Parties”, and each, a “Party”). Unless otherwise indicated, all “Section” references in this Agreement are to sections of the Agreement.
FORM OF LICENSE AGREEMENTLicense Agreement • July 8th, 2016 • First Hawaiian, Inc. • State commercial banks • New York
License Agreement (this “Agreement”), dated as of [ ], 2016 (the “Effective Date”), by and among First Hawaiian, Inc., a Delaware corporation (“FHI”), First Hawaiian Bank, a Hawaii state-chartered bank (“FHB”), BancWest Holding Inc., a Delaware corporation (“BWHI”), BancWest Corporation (formerly known as BWC Holding Inc.), a Delaware corporation (“BWCorp”) and Bank of the West, a California state-chartered bank (“BoW”, and together with FHI, FHB, BWHI and BWCorp, the “Parties,” and each a “Party”).
MASTER REORGANIZATION AGREEMENT BY AND AMONG BANCWEST CORPORATION (TO BE RENAMED FIRST HAWAIIAN, INC.), BANCWEST HOLDING INC., BWC HOLDING INC. AND BNP PARIBAS dated as of April 1, 2016Master Reorganization Agreement • July 8th, 2016 • First Hawaiian, Inc. • State commercial banks • New York
Master Reorganization Agreement (this “Agreement”), dated as of April 1, 2016 (the “Effective Date”), by and among BancWest Corporation (to be renamed First Hawaiian, Inc. on the Effective Date), a Delaware corporation, BancWest Holding Inc., a Delaware corporation (“BWHI”), BWC Holding Inc., a Delaware corporation (“BWC Holding”), and BNP Paribas, a corporation organized and domiciled in France (“BNPP” and, together with BWC (as defined below), BWC Holding and BWHI, the “Parties”, and each, a “Party”).
EXPENSE REIMBURSEMENT AGREEMENTManagement Services Agreement • July 8th, 2016 • First Hawaiian, Inc. • State commercial banks • New York
This EXPENSE REIMBURSEMENT AGREEMENT (this “Agreement”), dated as of April 1, 2016 (the “Effective Date”), is entered into by and between First Hawaiian, Inc., a Delaware corporation formerly known as BancWest Corporation (“FHI”), with its principal address at 999 Bishop Street, 29th Floor, Honolulu, HI 96813, and BancWest Holding Inc., a Delaware corporation (“BWHI”), with its principal place of business located at 180 Montgomery Street, 25th Floor, San Francisco, CA 94104. For convenience, FHB and BWHI shall be referred to individually as a “party” and collectively, as the “parties”.
EMPLOYMENT AGREEMENTEmployment Agreement • July 8th, 2016 • First Hawaiian, Inc. • State commercial banks • Hawaii
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of October 20, 2011, by and among ROBERT S. HARRISON (the “Employee”) and FIRST HAWAIIAN BANK, a Hawaii banking corporation (the “Bank”) and BANCWEST CORPORATION, a Delaware corporation (the “Company”).
FORM OF INSURANCE AGREEMENT by and among BNP PARIBAS BNP PARIBAS USA, INC. and FIRST HAWAIIAN, INC.Insurance Agreement • July 8th, 2016 • First Hawaiian, Inc. • State commercial banks • New York
Insurance Agreement (this “Agreement”), dated as of [ ], 2016, by and among BNP Paribas, a corporation organized and domiciled in the French Republic (“BNPP), BNP Paribas USA, Inc., a Delaware corporation (“BNP Paribas USA”), and First Hawaiian, Inc., a Delaware corporation (the “Company” or “FHI”).
TAX SHARING AGREEMENT BY AND AMONG BNP PARIBAS S.A., BANCWEST CORPORATION (TO BE RENAMED FIRST HAWAIIAN, INC.) AND BANCWEST HOLDING INC. dated as of April 1, 2016Tax Sharing Agreement • July 8th, 2016 • First Hawaiian, Inc. • State commercial banks • New York
THIS TAX SHARING AGREEMENT (the “Agreement”) is dated as of April 1, 2016 (the “Effective Date”), by and among BNP Paribas S.A., a corporation organized and domiciled in the French Republic (“BNPP SA”), BancWest Corporation (to be renamed First Hawaiian, Inc. on the Effective Date), a Delaware corporation and, immediately prior to and as of the Effective Date, a wholly-owned subsidiary of BNPP SA (“FHI”), and BancWest Holding Inc., a Delaware corporation and a direct subsidiary of FHI immediately prior to the Distribution (as defined below) (“BWHI” and, together with BNPP SA and FHI, the “Parties”, and each, a “Party”). Unless otherwise indicated, all “Section” references in this Agreement are to sections of the Agreement.
FIRST HAWAIIAN, INC. 2016 OMNIBUS INCENTIVE COMPENSATION PLANIpo Restricted Share Award Agreement • July 8th, 2016 • First Hawaiian, Inc. • State commercial banks
This Restricted Share Award Agreement (this “Award Agreement”) evidences an award of restricted shares (the “Restricted Shares”) by First Hawaiian, Inc., a Delaware corporation (“First Hawaiian”), under the First Hawaiian, Inc. 2016 Omnibus Incentive Compensation Plan (as amended, supplemented or modified, from time to time, the “Plan”). Capitalized terms used but not defined in this Award Agreement have the meanings given to them in the Plan.
FIRST HAWAIIAN, INC. LONG-TERM INCENTIVE PLANPerformance Share Unit Award Agreement • July 8th, 2016 • First Hawaiian, Inc. • State commercial banks
This Performance Share Unit Award Agreement (this “Award Agreement”) evidences an award of performance share units (“PSUs”) by First Hawaiian, Inc., a Delaware Corporation (“First Hawaiian”) under the First Hawaiian, Inc. Long-Term Incentive Plan (the “Plan”). Capitalized terms not defined in the Award Agreement have the meanings given to them in the Plan.
FORM OF IPO PERFORMANCE SHARE UNIT AWARD AGREEMENTIpo Performance Share Unit Award Agreement • July 8th, 2016 • First Hawaiian, Inc. • State commercial banks
This Performance Share Unit Award Agreement (this “Award Agreement”) evidences an award of performance share units (“PSUs”) by First Hawaiian, Inc., a Delaware corporation (“First Hawaiian”) under the First Hawaiian, Inc. 2016 Omnibus Incentive Compensation Plan (the “Plan”). Capitalized terms not defined in the Award Agreement have the meanings given to them in the Plan.
FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT FOR NON-EMPLOYEE DIRECTORSRestricted Stock Unit Award Agreement for Non • July 8th, 2016 • First Hawaiian, Inc. • State commercial banks
This Restricted Stock Unit Award Agreement (this “Award Agreement”) evidences an award of restricted stock units (“RSUs”) by First Hawaiian, Inc., a Delaware corporation (“First Hawaiian”), under the First Hawaiian, Inc. 2016 Non-Employee Director Plan (as amended, supplemented or modified, from time to time, the “Plan”). Capitalized terms used but not defined in this Award Agreement have the meanings given to them in the Plan.
